The following
Commercial Terms of Use (the “Commercial Terms”) apply to providers of
telecommunications services (each, a “Provider”) that use any one or
more of the iXLink Services offered by Telarix, Inc. (“Telarix”),
currently Price List Distribution, Price List Receipt, Price List Receipt
(DCM), Bill Distribution, Bill Receipt, and CLI or other iXLink Services (each,
an “iXLink Service” and, collectively with the iXLink Portal and
network, the “iXLink System“). iXLink is Telarix’s patented suite of
services (U.S. Patent No. 8,359,400) and proprietary online venue that enables
Providers to exchange data, information, and/or communications regarding their
interconnection services via an internet portal and database created and
maintained by Telarix. iXLink® is a registered trademark of Telarix.

ANY PROVIDER THAT
DOES NOT WISH TO ACCEPT THE COMMERCIAL TERMS SET FORTH BELOW WITHOUT
MODIFICATION, AS THEY MAY BE AMENDED FROM TIME TO TIME BY TELARIX, SHOULD NOT
CLICK “ACCEPTED” BELOW AND SHOULD NOT ACCESS THE iXLink PORTAL OR USE ANY
iXLink SERVICES.

EACH INDIVIDUAL WHO
ACCEPTS THE COMMERCIAL TERMS DOES SO ON BEHALF OF HIM/HERSELF AND ON BEHALF OF
THE PROVIDER THAT THE INDIVIDUAL REPRESENTS, AND WARRANTS TO TELARIX THAT
SHE/HE IS AUTHORIZED TO DO SO.

Premium Members and
Standard Members

If a Provider has
entered into an iXLink® Services Agreement (an “ISA”) with Telarix and
paid the recurring usage fee(s) for iXLink Service(s) established by Telarix,
the Provider is a “Premium Member” of the iXLink Community and the terms
of the ISA will take precedence in the event of a conflict with these
Commercial Terms.

Providers that are
not iXLink Premium Members may only use the iXLink System by invitation.
Such invitations may only be extended by Telarix or jointly by a Premium Member
and Telarix. Before using the iXLink System, an invited Provider must first
register with Telarix by furnishing certain identifying information, and notify
Telarix (by clicking “Accepted” where indicated below) that the Provider
accepts these Commercial Terms without modification, as they may be amended by
Telarix from time to time, on behalf of itself and the employees or
representatives of its organization authorized to access the iXLink
System. Each invited Provider that completes the foregoing actions is
referred to in these Commercial Terms as an “iXLink Standard Member” and
will receive limited access to the iXLink System to submit rates and invoices
to Premium Members and to receive status reports on their submissions. iXLink
Standard Members may pay a non-refundable iXLink Platform Fee as described on
the iXLink System Knowledge base and receive enhanced support services and
access to the iXLink System.

In these Commercial
Terms, Premium Members and iXLink Standard Members are both referred to as “iXLink
Member(s).” To avoid conflicts with the provisions of Premium Members’
ISAs, certain of the Commercial Terms are designated as applicable only to
iXLink Standard Members.

GDPR Compliance

Effective May 25,
2018, the European Union has directed that all persons within its regulatory
jurisdiction must comply the EU General Data Protection Regulation (“GDPR).” While
many iXLink Members do not fall under the regulatory coverage of the GDPR, to
assure operational consistency and compliance with global privacy and security
best practices, Telarix has elected to include GDPR compliance provisions in
these Commercial Terms.

Each iXLink Member
acknowledges that use of iXLink Services requires the Member to provide Telarix
with email addresses, some of which may incorporate Personally Identifiable
Information (PII) of the iXLink Member’s employees who use the iXLink portal,
and that Telarix’s collection and use of such email addresses are necessary,
within the meaning of Section 6 of the GDPR, for the performance of a contract
to which a Premium Member is a party (an ISA) and, with respect to both Premium
Members and iXLink Standard Members, is necessary for the following legitimate
interests: (a) to assure secure access to the iXLink System, (b) for Members to
submit and receive data to/from the iXLink System, and (c) for distribution by
Telarix of information (e.g., Member Advisories, webinars, etc.) to
Members regarding iXLink.

Under the GDPR,
iXLink Members are “data controllers” and Telarix is a “data processor.” To
assure that Telarix is in compliance with the GDPR, each iXLink Member as the
data controller will ask any of its employees or any third party individual whose
emails containing PII are used to access the iXLink portal to consent below to
Telarix’s collection and use of such PII (as a data processor).

Special Consent from
Individuals with Email Addresses Containing Their PII:

▫ I
consent to Telarix, Inc. retaining, processing, and transmitting my email address
specified below to a server hosted outside of the European Union for the
purpose of allowing me to utilize the address to access the iXLink portal, to
transmit and receive data from the iXLink portal, and to receive Member
Advisories and other updates regarding iXLink Services. I understand that
Telarix will retain and store this consent and the email address until Telarix
is advised either by my employer that I will no longer be utilizing iXLink
Services on behalf of my employer, or by me that I am revoking this consent.
This consent is freely and voluntarily given, and is informed and intended to
be unambiguous. I understand that it may be revoked by me at any time by
advising Telarix via email toGDPRFeedback@telarix.com

.

General Terms Applicable to iXLink Standard Members

1. Description of iXLink Services and Policies. The purpose and
features of each iXLink Service are described in the accompanying Service
Descriptions and are incorporated by reference into these Commercial
Terms. By registering as an iXLink Standard Member, a Provider
acknowledges and agrees to perform the responsibilities assigned to iXLink
Standard Members in the applicable Service Description(s) and further
acknowledges and agrees to, and to comply with all iXLink Standard Member
obligations set forth in the iXLink Performance Standards which, as amended
from time to time by Telarix, also are incorporated by reference into these
Commercial Terms.

2.iXLink Platform Fee. Each iXLink Standard
Member unconditionally acknowledges and agrees that Telarix has full authority
and discretion to establish the iXLink Platform Fee and that Telarix may
increase the iXLink Platform Fee from time to time in its sole
discretion. The iXLink Platform Fee applicable to the Member’s
utilization level is payable annually in advance by each iXLink Standard Member
via the CyberSource credit card platform. The iXLink Platform Fee is
non-refundable regardless of whether a Member terminates use of the Services or
has its use privileges suspended.

3. License to Use iXLink Services.

(a)
Subject to an iXLink Standard Member’s compliance with these Commercial Terms,
Telarix grants each iXLink Standard Member a personal, non-exclusive,
non-transferable, non-sublicensable, and terminable right and license to: (a)
access the iXLink System via the internet and use the iXLink Services and
related documentation solely for the Member’s internal business operations (and
not in any resale or outsourcing capacity), (b) access and use the Third
Party Data available through iXLink; (c) input, upload, download, and otherwise
use any data provided, input, or uploaded to the iXLink System by the Member
and/or any other data provided, input, or uploaded to the iXLink System by any
other Member of the iXLink Community; provided, however, that
such license is only for the purposes of performing the Member’s internal
business operations and only as set forth in these Commercial Terms, and
provided further, that iXLink may not be used for any unlawful purpose or
in any unlawful manner, and that any information obtained via iXLink System or
by any email or other communication by or between Members of the iXLink
Community and/or Telarix may not be reproduced, republished, distributed,
resold, or otherwise disclosed to persons not authorized to access and use the
iXLink System.

(b) Each registered iXLink Standard Member acknowledges and agrees that Telarix
and/or its licensors, as applicable, shall exclusively retain all right, title,
and interest in and to the “Telarix IP” defined as follows: (a) iXLink
and all iXLink Services including, without limitation, all iXLink-related
documentation, (b) the iXLink System and all configurations, displays, screens,
software, codes, processes, algorithms, scripts, user interfaces, images,
graphics, text, formulas, methods, know-how, and other trade secrets,
techniques, designs, inventions, new products, developmental work, and other
tangible or intangible technical materials or information related to iXLink,
(c) all Telarix domain names (including, without limitation, www.telarix.com and www.iXLink.com), the iXLink®, and Telarix® logos, and
the marks and trade names “iXLink” and “Telarix”.

(c) The foregoing license granted to each iXLink Standard Member is subject to
the condition that the Member does not (and does not allow any affiliate or
third party to) (a) copy, modify, adapt, tamper with, or otherwise make any
changes to the iXLink Services or related documentation or any part thereof;
(b) write or develop any derivative works based upon the iXLink Services or
Telarix IP; (c) create internet “links” to/from the iXLink System (other than
on Member’s intranets or otherwise for the Member’s internal business
purposes); (d) reverse engineer, disassemble, decompile, translate, or
otherwise attempt to discover any source code, algorithms, tags,
specifications, architecture, structure, or other elements of the iXLink
Services, in whole or in part, for competitive purposes or otherwise; (e) use
unauthorized versions of any iXLink Service including, without limitation, for
the purpose of building a similar or competitive product or service or for
obtaining unauthorized access to the iXLink System; (f) sell, resell,
distribute, host, lease, rent, license, or sublicense, in whole or in part, the
iXLink Services to third parties; (g) allow access to, provide, divulge, or
make available the Telarix IP to any person other than Members of the iXLink
Community, (h) obliterate, alter, or remove any proprietary or intellectual
property notices from the iXLink Services or related documentation; (i)
disclose or publish, without Telarix’s prior written consent, performance or
capacity statistics or the results of any benchmark test performed on the
iXLink Services; or (j) otherwise use or copy the same except as expressly
permitted in writing by Telarix.

4. Conditions Pertaining to the Provision of iXLink Services by Telarix.

(a) Telarix will provide iXLink Services to iXLink Members materially in
accordance with the iXLink Performance Standards set forth in their ISAs or that
are incorporated by reference into these Commercial Terms. Telarix will
use commercially reasonable efforts to make the iXLink System generally
available for on-line access on a 24 hours per day, 7 days per week (24/7)
basis.

(b) Telarix may make any changes in the operation of the iXLink System and
related facilities used in providing the iXLink Services that Telarix
determines in its sole discretion to be necessary and/or desirable including,
without limitation, changes in computer hardware, systems, and/or applications
software, programming languages, data communications, location of systems and
service equipment, Member identification procedures, and type of terminal
equipment. Telarix may, in its sole discretion add, delete, or change
some or all the features included within any iXLink Service at any time.

(c) Each iXLink Member unconditionally agrees that Telarix and its
affiliates will have the right to use and disclose data related to the raffic,
routing arrangements, and rates in aggregated or de-identified form.

(d)
Each iXLink Member appoints Telarix as a “data processor” under the GDPR and
authorizes Telarix to collect, store, process, and utilize the email addresses
identified and used by the Member’s users: to assure secure access to the
iXLink System, (b) for Members to submit and receive data to/from the iXLink
System, and (c) for distribution by Telarix of information (e.g., Member
Advisories, webinars, etc.) to Members regarding iXLink.

5. iXLink Members’ Obligations and Responsibilities:

(a) Each iXLink Standard Member agrees to perform the Member
responsibilities outlined in the applicable Service Description and to follow
the Security Practices posted at iXLink.com including, without limitation,
being responsible for the confidentiality and use of its access number(s),
password(s) and account number(s). In addition, each iXLink Standard
Member unconditionally agrees:

(i)
to provide assistance, as reasonably requested by Telarix in connection with
the installation/implementation and configuration of the iXLink Services
including, if requested, timely providing Telarix with access to the Membr’s
facilities.

(ii)
to: (A) provide Telarix with all data required for the initial iXLink set up
and configuration of the purchased services to Telarix in a timely manner and,
if requested by Telarix, provide Telarix with the format for each type of data
(and for each type of data of trading partners/vendors) that the Member intends
to upload, or to have uploaded, to iXLink that complies with the requirements
of iXLink and is reasonably acceptable to Telarix; (B) provide a business
document format (in a format and media reasonably approved and acceptable to
Telarix) that can be consistently uploaded by iXLink and/or delivered by
iXLink; (C) use the agreed Document formats for all iXLink transmissions of
that Document type to all of Member’s iXLink trading partners (if using Price
List Distribution) or pay Telarix Development Fees for additional document
templates, such Development Fees to be agreed in advance with the Customer; and
(D) advise trading partners/vendors that they must submit a business Document
template (on media and in a format reasonably acceptable to Telarix) that can
be consistently uploaded by iXLink; provided, however, that if a
trading partner/vendor changes its template more than 3 times per year, the
iXLink Standard Member will pay Telarix’s development fees for such additional
templates.

(iii)to use its best efforts to ensure that no part of any iXLink Service (e.g.,
source code, object code) is displayed outside or copied outside of the iXLink
System environment or distributed in any way to any third party.

(iv)
to comply with all technical specifications and with all security and
operating guidelines, procedures, and protocols provided to the Member by
Telarix including, without limitation, pertaining to use of passwords and as
set forth in the Operating Instructions and Service Attachments for iXLink
Services.

(b) Each iXLink Standard Member unconditionally agrees to notify Telarix
immediately if it becomes aware of: (i) any loss or theft of Member ID(s),
password(s) and/or Link ID(s), (ii) any unauthorized use of any of Member
ID(s), password(s) and/or Link ID(s), the iXLink System, or any Telarix IP,
(iii) any failure to receive a message from iXLink in a timely manner in
response to an offer submitted via iXLink (excluding, of course, notifications
you have opted out of receiving), or (iv) any receipt of confirmation of an
offer that you did not send, or any similarly inaccurate or conflicting report
or Information.

(c) Each iXLink Standard Member unconditionally agrees: (i) not to attempt to
gain or allow access to any data, files or programs to which the Member is not
entitled, and that if such access is obtained, to immediately return such
materials to Telarix and safeguard the same as Confidential Information (as
defined below); (ii) to use the Services solely for the uses permitted in these
Commercial Terms and in the Service Descriptions and only for proper business
purposes in accordance with communications common carrier tariffs and all
applicable laws, regulations, including without limitation, all laws and
regulations respecting data privacy, international communications and the
exporting and importing of Data (including any Member Data and/or Third Party
Data) (“Laws”); and (iii) that Telarix shall have the right to use in
its promotional and marketing materials and on the iXLink and Telarix websites,
the name, logos and other marks of a Provider as a Member of the iXLink
Community for so long as the Provider uses iXLink (and for a reasonable period
thereafter to remove the Provider’s name and marks from marketing
materials/website).

(d) Special Provision Applicable to
Members with Authorized Users. If an iXLink Member desires to authorize
Providers that are not iXLink Members to receive information from the iXLink
System to distribute information to (each, an “Authorized User” of
iXLink), the Member has an affirmative duty and obligation as a data controller
(i) to ensure that each email address of each Authorized User is registered
with Telarix and that appropriate processes for GDPR consent are followed where
applicable, (ii) notifies iXLink if an email address registered by the
Authorized User with iXLink will no longer be utilized to receive information
from the iXLink System so that the address – but not the historical record of
data entered using the address – can be deleted from the iXLink System (a “GDPR
Purge”), and (iii) agrees that if Telarix determines that an email address
registered by the Authorized User has been inactive for a period of six months,
Telarix is authorized to remove the address from the iXLink System via a GDPR
Purge. iXLink Members shall take the above steps to ensure their compliance
with GDPR and shall be responsible for any non-compliance with respect to their
duty as a controller under GDPR.

6. Data Transmission. Telarix uses a number of security
measures to protect the information transmitted via iXLink. However,
documents are transmitted to and from iXLink using the internet and other
networks beyond Telarix’s control, and as stated above, iXlink Standard Members
are responsible for the security of their account information, computers and
networks. Accordingly, Telarix cannot and does not guarantee the source and
accuracy of data sent via iXLink. Therefore, Telarix encourages all iXlink
Standard Members to be careful in dealing with others to avoid fraud, and to
perform such verifications and checks as each Member deems necessary.
Each iXLink Standard Member unconditionally acknowledges that Telarix is not
responsible for any compromise of data transmitted across the internet or other
Third Party Networks, or any private email communication that may result
between Members of the iXLink Community or Third Party Data or other third
party content on the iXLink System.

7. Suspension, and Termination. Telarix may, at its sole
discretion, terminate the license granted to an iXLink Standard Member at any
time with or without cause and may suspend an iXLink Standard Member’s right
and ability to utilize any iXlink Service at any time. Termination or
suspension shall not limit any liability that an iXLink Standard Member may
otherwise have to other Members of the iXLink Community or to Telarix.
Subject to any payment commitments to Telarix, an iXLink Standard Member
may terminate its use of iXlink Services at any time upon written notice to
Telarix. In the case of any termination, such Member acknowledges and
agrees that the provisions of these Commercial Terms shall remain in full force
and effect after such termination, except that the license to use iXLink
Services shall be terminated.

8. Confidential Information. Each iXLink Standard Member
unconditionally acknowledges and agrees that the Telarix IP constitutes
valuable intellectual property and trade secrets of Telarix. Accordingly,
each registered iXLink Standard Member agrees that (i) any information
whatsoever with respect to the Telarix IP, (ii) the terms and course of dealing
between Telarix and the Member, and (iii) all other non-public information relating
to the foregoing (collectively, the "Confidential Information")
shall be treated by the Member on a confidential basis and shall not be
reproduced, reduced to writing, or disclosed to any employees of the Member
(except on a need to know basis and then only if the employee is subject to an
obligation of confidentiality) or to any other person or entity without the
prior written consent of Telarix. Disclosure of information pursuant to
applicable Laws shall be excepted from this provision; provided, however,
that prior to any disclosure pursuant to any Laws, the iXLink Standard Member
will assert the confidential nature of the Confidential Information and will
cooperate fully with Telarix in protecting against any such disclosure
including, without limitation, obtaining a protective order or similar order
narrowing the scope of such disclosure of the Confidential Information.
In the event such protection is not obtained, the Member shall disclose the
Confidential Information only to the extent necessary to comply with applicable
Laws.

Each iXLink
Standard Member acknowledges that violation of the provisions of this Section
8, could cause irreparable harm to Telarix not adequately compensable by
monetary damages. Accordingly, in addition to other relief, each iXLink
Standard Member unconditionally agrees that injunctive relief shall be
available to Telarix in the event of such violations without necessity of
posting bond to prevent any actual or threatened violations of such sections.

9. Use of Service; Indemnification. Each iXLink Standard Member
unconditionally acknowledges and agrees that Telarix has no control over or
liability for the following:

·Any
products or services exchanged between Members of the iXLink System,

·The
truth or accuracy of information transmitted between Members via iXLink,

·The
ability of selling Members of the iXLink Community to sell and deliver products
or services,

·The
ability of buying Members of the iXLink Community to buy and pay for products
or services,

·Whether
the exchange of information and terms between Members of the iXLink Community
will create any legally binding contracts;

·Any
telecommunications services priced over iXLink; and/or

·The performance
by any Member of the iXLink Community of any obligation.

Each iXLink
Standard Member unconditionally assumes responsibility for any Loss (defined
below) in any way relating to any information supplied by or to such Member,
any transactions to which such Member is or becomes a party, any misuse of
information by such Member or by its trading partners, and/or the disclosure of
any transaction terms between such Member and its trading partners. Each
iXLink Standard Member further agrees to indemnify, defend and hold harmless
Telarix and its officers, directors, employees, successors, and assigns, from
any and all losses, damages, liabilities, costs and expenses (including court
costs and reasonable solicitor/attorney fees) (“Loss(es)”) arising from,
in connection with, or based on allegations of: (a) any violation of any law,
rule, or regulation arising by reason of the Member’s utilization of the iXLink
System, (b) any claim or dispute which may arise from a breach of terms of a
Carrier Agreement or from any dispute which may arise between Members of the
iXLink Community with respect to the Price Lists exchanged (including without
limitation any claim arising from or relating to transactions with respect to
the purchase and sale of products as indicated in the Price lists), and/or (c)
any information supplied by or through a Member of the iXLink Community or any
transactions to which Member is a party and any misuse of any information by
such Member.

10. Waiver of Warranties; Limitation of Liability. EACH
iXLink STANDARD MEMBER UNCONDITIONALLY AGREES THAT USE OF iXLink SERVICES IS
ENTIRELY AT THE MEMBER'S OWN RISK AND THAT EACH iXLink SERVICE IS PROVIDED
"AS IS," WITHOUT WARRANTY OF ANY KIND OR RESPONSIBILITY EITHER
EXPRESSED OR IMPLIED INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OR
RESPONSIBILITY AS TO, OF, OR FOR TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR
FITNESS FOR PARTICULAR PURPOSE; INFORMATION, CONTENT, OR COMPLETENESS OR
INFORMATIONAL ACCURACY (INCLUDING BUSINESS DOCUMENTS TRANSMITTED BETWEEN
MEMBERS); QUALITY, SUITABILITY, ACCURACY, FUNCTIONALITY, ACCESS OR OPERATION OF
THE SERVICE; OR ANY ACTIONS BY THIRD PARTIES (e.g, A MEMBER’S ABILITY TO
PROVIDE A PRODUCT OR SERVICE OR TO PAY ANOTHER MEMBER OF THE iXLink COMMUNITY
FOR A PRODUCT OR SERVICE).

NEITHER TELARIX NOR
ANY OF ITS AGENTS, AFFILIATES, OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER
(WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION) ARISING
OUT OF ANY USE OF AN iXLink SERVICE OR THE iXLink SYSTEM (INCLUDING,
WITHOUT LIMITATION, ANY ACTUAL OR INTENDED TRANSACTIONS ARISING OUT OF THE USE
OF THE SERVICE) THE PORTAL, OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE
SERVICE, EVEN IF TELARIX OR SUCH OTHER PARTIES HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

11. Notice and Amendments. Telarix may give notice to iXLink
Standard Members by means of a general notice on the Service, or by electronic
mail to an iXLink Standard Member's email address on record at iXLink.com.
iXLink Standard Members may give notice to Telarix in writing by first class
mail, fax, or e-mail at the following address:

and such notice
shall be deemed given when received by Telarix. These Commercial Terms
may be amended by Telarix from time to time by Telarix’s posting the amended
Commercial Terms on the iXLink website. Telarix may, in its sole
discretion add, delete, or change some or all the features included within any
iXLink Service at any time by posting an amended Service Description in the
Knowledge Base. Continued use of the iXLink Service after such posting
will constitute acceptance by an iXLink Standard Member of the change. If
an iXLink Standard Member does not accept the changes, the Member may terminate
its usage of the iXLink Service; provided, however, that the
iXLink Platform Fee is non-refundable.

12. Choice of Law and Jurisdiction. ENFORCEMENT OF THESE
COMMERCIAL TERMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES. EACH iXLink STANDARD
MEMBER UNCONDITIONALLY AGREES TO SUBMIT ANY DISPUTES, DIFFERENCES,
CONTROVERSIES, OR CLAIMS ARISING OUT OF OR RELATING TO THE COMMERCIAL TERMS TO
BINDING ARBITRATION by a single ARBITRATOR IN WASHINGTON, D.C., IN ACCORDANCE
WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION; provided,
however, THAT SUCH MEMBERS agree that TELARIX MAY SEEK
EQUITABLE RELIEF IN ANY COURT WITH PERSONAL JURISDICTION OVER A MEMBER FOR ANY
ALLEGED VIOLATION OF TELARIX’s INTELLECTUAL PROPERTY RIGHTS. JUDGMENT UPON ANY ARBITRAL AWARD
MAY BE ENTERED AND ENFORCED IN ANY COURT OF COMPETENT JURISDICTION.

13. Miscellaneous. Telarix shall not be responsible
for any delay in or failure of performance caused by any occurrence beyond its
reasonable control including, without limitation, acts of God, earthquakes,
labor disputes, war, riots, epidemics, failure of telecommunications services,
or changes in laws, rules, regulations or policies of any jurisdiction
including, without limitation, privacy laws and regulations. Each iXLink
Standard Member agrees that any cause of action arising out of or related to
use of the iXLink System must commence within six (6) months after the cause of
action arose; otherwise, the cause of action is permanently barred. If a
court of competent jurisdiction or other authority determines any provision of
these Commercial Terms to be invalid, void, unenforceable, or against public
policy, the remainder of Commercial Terms shall remain in full force and effect.
No waiver of any of the Commercial Terms shall be valid unless made in writing
and signed by an authorized representative of Telarix.